Exhibit 10(iii)(w)












December 1, 2000

Mr. John E. Turpin

Dear John:

I am pleased to offer you the position of Sector President of
Industrial Productivity reporting to me, with responsibility
for the Industrial Productivity sector of Ingersoll-Rand
Company. You will be nominated for election to Senior Vice
President, Ingersoll Rand Company at the December meeting of
the Compensation and Nominating Committee of our Board of
Directors (the "Committee") to be effective your first day of
work, which we have tentatively planned for January 2, 2000.

The following is an outline of our offer:

1.   Your starting base salary will be at an annual rate of
     $375,000 paid monthly.

2.   You will be eligible for an annual incentive opportunity
     targeted at 90% ($350,000 target for 2001) of salary
     depending upon your performance and Ingersoll-Rand Company
     performance. The incentive for year 2000 will be guaranteed
     at $200,000 (less any pay-out from The Stanley Works for year
     2000) payable in the first quarter of 2001, usually February.

3.   You will be recommended for an award of 60,000 (sixty
     thousand) non-qualified stock options, which is comprised of
     20,000 option shares as a sign on award and 40,000 option
     shares as your first annual award.  This award is subject to
     approval by the Committee and to the terms and conditions of
     awards made under our Incentive Stock Plan.  This award
     recommendation will be considered by the Committee at their
     December 2000 meeting to be awarded on your first day of
     employment. These options will be priced at the Fair Market
     Value of Ingersoll-Rand stock (using the definition in the
     Incentive Stock Plan of the average of the high and low price
     of Ingersoll-Rand stock on the New York Stock Exchange on
     your first day of employment). IR stock option awards vest
     over a three-year period, one third each year. Thereafter,
     you will be eligible to receive stock option awards under the
     Plan in future years as administered by the Compensation
     Committee of the Board. Currently your annual stock option
     award target is 40,000 shares.

     Upon acceptance of this offer and commencement of
     employment, the Company will recommend that the Committee
     award you 4,000 performance shares for 2001. These
     performance shares vest according to achievement of
     Ingersoll-Rand earnings per share (EPS) growth targets
     and sector operating income goals. These shares are
     distributed February following the Board's approval of
     the Company EPS performance. In subsequent years, you
     will be eligible for additional annual awards of similar
     value with qualifying criteria set at the time of each
     award.

4.   You will be eligible for the complete program of
     employee benefits offered to all Ingersoll-Rand salaried
     employees in accordance with the terms and conditions of
     those plans.   Please note that your medical and life
     insurance coverage with Ingersoll-Rand will commence on the
     first day of the month following employment.  A summary of
     Ingersoll-Rand's key benefits is enclosed.

   Further, as an Officer of the Company, you will be
   nominated for membership in the company's Elected Officer
   Supplemental (Pension) Plan, under the terms and
   conditions of that plan.

5.   The Company will recommend to the Committee that you be
     offered a standard officer's change of control agreement.

6.   You will be entitled to paid vacation in accordance with
     company policy, which in your case is four weeks per calendar
     year.

7.   If applicable, you will be eligible for the company's
     Relocation Program, a copy of which is enclosed.

8.   You will be provided a company car in accordance with
     our company car policy.

9.   You will be eligible for the company's Executive Health
     Program, a copy of which is enclosed.

10.  You will be eligible for the company's Tax, Estate and
     Financial Planning service provided by Ayco Corporation to
     Officers.

11.  In the event of an involuntary termination from
     Ingersoll-Rand for other than gross cause, the Company will
     provide a severance payment of twelve months base salary and
     twelve months medical and dental benefits.

12.  This offer is conditional upon satisfactorily passing a
     drug test, finalization of our reference checking and
     fulfilling the requirements of the Immigration Reform and
     Control Act of 1986.

John, we all believe that you can make a significant contribution in
this new role and would very much like to have you on our executive
team.

In the meantime, please contact Gillian Scholes (201/573 3009) or
myself if you have any questions.

Sincerely,



/s/ Herbert L. Henkel
Chairman, President and Chief Executive Officer



cc:  R. C. Butler
     G. Scholes

Offer Accepted By:



/s/ John E. Turpin   Date: December 12, 2000
John E. Turpin